Administration of Trust Accounts. GNBC and each of its Subsidiaries have properly administered all common trust funds and collective investment funds and all accounts for which each of them acts as a fiduciary or agent, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation and common law, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect on GNBC. Neither GNBC nor any of its Subsidiaries, nor any of their respective directors, officers or employees acting on behalf of GNBC or any of its Subsidiaries, has committed any breach of trust with respect to any such common trust fund or collective investment fund or fiduciary or agency account, and the accountings for each such common trust fund or collective investment fund or fiduciary or agency account are true and correct in all material respects and accurately reflect the assets of such common trust fund or collective investment fund or fiduciary or agency account, except for such breaches and failures to be true, correct and accurate which would not, individually or in the aggregate, have a Material Adverse Effect on GNBC.
Appears in 2 contracts
Samples: Merger Agreement (Community Bank System Inc), Merger Agreement (Grange National Banc Corp)
Administration of Trust Accounts. GNBC and each of its Subsidiaries have Each Purchaser Subsidiary has properly administered all common trust funds and collective investment funds and all accounts for which each of them it acts as a fiduciary or agent, including including, but not limited to to, accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation and common law, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect on GNBCPurchaser. Neither GNBC nor Purchaser, any of its SubsidiariesPurchaser Subsidiary, nor any director, officer or employee of their respective directors, officers Purchaser or employees any Purchaser Subsidiary acting on behalf of GNBC Purchaser or any of its Subsidiariesa Purchaser Subsidiary, has committed any breach of trust with respect to any such common trust fund or collective investment fund or fiduciary or agency account, and the accountings for each such common trust fund or collective investment fund or fiduciary or agency account are true and correct in all material respects and accurately reflect the assets of such common trust fund or collective investment fund or fiduciary or agency account, except for such breaches and failures to be true, correct and accurate which would not, individually or in the aggregate, have a Material Adverse Effect on GNBCPurchaser.
Appears in 1 contract
Administration of Trust Accounts. GNBC and To the best of Trustco's knowledge, each of its Subsidiaries have Trustco Subsidiary has properly administered all common trust funds and collective investment funds and all accounts for which each of them it acts as a fiduciary or agent, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation and common law, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect on GNBCTrustco. Neither GNBC nor Trustco, any of its SubsidiariesTrustco Subsidiary, nor any director, officer or employee of their respective directors, officers Trustco or employees any Trustco Subsidiary acting on behalf of GNBC Trustco or any of its Subsidiariesa Trustco Subsidiary, has committed any breach of trust with respect to any such common trust fund or collective investment fund or fiduciary or agency account, and the accountings for each such common trust fund or collective investment fund or fiduciary or agency account are true and correct in all material respects and accurately reflect the assets of such common trust fund or collective investment fund or fiduciary or agency account, except for such breaches and failures to be true, correct and accurate which would not, individually or in the aggregate, have a Material Adverse Effect on GNBCTrustco.
Appears in 1 contract
Samples: Merger Agreement (Letchworth Independent Bancshares Corp)